fs1a1ex10i_ea2chnyida.htm


     

     

    Exhibit 10.6

    
    

     

    
      	 	  Citigroup Tower, 14
      Floor, 

                33 Hua Yuan Shi
      Qiao Road

                Pudong, Shanghai,
      China 200120

                Tel:
      8621-6105-9000

                Fax:
      8621-6105-9100

                www.allbrightlaw.com

            


    

     

    
 

    November
15, 2007

    


    Intelisys
Aviation Systems of America, Inc

    Keenway
Limited

    Hong Kong
Yi Tat International Investment Limited

    Fujian
Jintai Tourism Developments Co., Ltd

    Fujian
Jiaoguang Media Co., Ltd

    


    Re:  Legal Opinion Regarding
Corporate Structure and Reverse Takeover

    


    Ladies
and Gentlemen:

    


    We are a
firm of lawyers qualified to practice and practicing in the People’s Republic of
China (the “PRC”), we have acted as Chinese Legal Counsel to Keenway Limited, a
company organized and existing under the laws of the Cayman Islands (“Cayman
Company”), its affiliates, Hong Kong Yi Tat International Investment Limited, a
company organized and existing under the laws of the Hong Kong Special
Administration Region, PRC (“Hong Kong Yi Tat”), Fujian Jintai Tourism
Developments Co., Ltd, a wholly foreign-owned entity formed under the laws of
the PRC (“Jintai Company” or “WFOE”) and Fujian Jiaoguang Media Co., Ltd, a PRC
corporation (“Jiaoguang Company”) and have been requested by the
aforesaid parties to render an opinion with respect to (i) the legality of their
ownership structure of the Cayman Company and its subsidiaries and affiliates;
(ii) the validity and enforceability of the Contractual Arrangement (defined
below) among the companies, in connection with the transaction contemplated by
the Agreement (defined below).

    


    This
legal opinion is furnished to you in connection with the Share Exchange
Agreement (the “Agreement”), dated as of November 19, 2007, by and among the
Cayman Company, its subsidiary Hong Kong Yi Tat, Intelisys Aviation Systems of
America, Inc (“Intelisys”), a Delaware corporation, and Intelisys shareholders.
As a result of the transaction, the Cayman Company will become a 100%
wholly-owned subsidiary of Intelisys, and Intelisys would own and control the
business of Keenway Companies.

    


    We have
acted as PRC legal counsel for the Cayman Company and its subsidiaries and
affiliates in connection with the establishment and formation of the Cayman
Company, as well as the negotiation and preparation of the Agreement and the
Contractual Arrangements.  As PRC legal counsel, we have made such
legal and factual examinations and inquiries as we have deemed advisable or
necessary for the purpose of rendering the legal opinions set forth
herein.

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

       

    

    Our
opinions set forth in this opinion letter are limited to such laws, rules and
regulations of the People’s Republic of China (the “PRC”), and we represent that
we are duly qualified to render the opinions set forth in this
letter.

    


    Based
upon and subject to the foregoing, and further subject to the qualifications set
forth below, we are of the opinion that as of the date hereof:

    


    A.  Corporate
structure (See Exhibit A):

    


    1. Cayman
Company

    


    Keenway
Limited is a corporation with limited liability established on May 9, 2007 under
the laws of Cayman Islands, with its registration number of CR-187088, and its
registered address of Scotia Centre, 4th Floor, P. O. Box 2804, George Town,
Grand, Cayman, KY1-1112, Cayman Islands. 

    


    Mr. CHEN
Minhua and his spouse, Ms. FAN Yanling, are main shareholders of the Cayman
Company.

    


    A list of
shareholders of the Cayman Company as of the date hereof, immediately prior to
closing of the reverse takeover transaction contemplated by the Agreement, is
attached as Exhibit
B.

    


    Mr. CHEN
Minhua and Ms. FAN Yanling are directors of the Cayman Company.

     

    2. Hong Kong Yi
Tat

    


    Hong Kong
Yi Tat was established on July 28, 2000, under the laws of Hong Kong Special
Administration Region, PRC, with its registered office at RM1302-3 13/F,
Crocodile House II, 55 Connaught Road Central HK, and its certificate number of
31123140-000-07-06-7. (See Exhibit
C)

    


    The
Cayman Company owns 100% of Hong Kong Yi Tat.

    


    3. Jintai
Company

    


    Jintai
Company was established on October 29, 2001 under the laws of China, with its
registered address of 4/F, No.1, He Ping Street, Taining, Fujian Province,
China.

    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

      


    

     

     

    The
registered capital of the Jintai Company is RMB 50,000,000. In accordance with
the Capital Verification Report issued by Fujian Tian Lian Accountant Firm, PRC
Certified Public Accountants, all registered capital was contributed on and
before October 17, 2006.

    


    Hong Kong
Yi Tat owns 100% shares of Jintai Company.

    


    There are
three (3) members in Jintai Company’s Board of Directors, Mr. CHEN Minhua, Ms.
FAN Yanling and Ms. CHEN Zhuojin. Mr. CHEN Minhua is the Chairman of the
Board.

    


    4. Jiaoguang
Company

    


    Jiaoguang
Company was established on October 9, 2004 under laws of China, with its
registered address of Wang Jiang Building, No. 18 Long Gu Du Jia Village, Lang
Qi Economic Zone, Fuzhou city, Fujian Province, China.

    


    The
registered capital of the Jiaoguang Company is RMB 20,000,000. In accordance
with the Capital Verification Report issued by Fujian Jonchern Public Accounting
Firm Ltd, PRC Certified Public Accountants, all registered capital was
contributed on and before November 29, 2006.

    


    Each of
Mr. CHEN Minhua and Ms. FAN Yanling owns 50% of the company.

    


    Ms. FAN
Yanling is the Executive Director and President of the company.

    


    The
Cayman Company is a business entity duly incorporated and validly existing under
the laws of the Cayman Islands. The Hong Kong Yi Tat, Jintai Company and
Jiaoguang Company are each business entities duly incorporated and validly
existing under the laws of the PRC.  The Cayman Company, Hong Kong Yi
Tat, Jintai Company and Jiaoguang Company (the “Keenway Companies”) are
each in good standing under such respective laws.  Each of the Keenway
Companies has the requisite corporate power to own, lease and operate its
properties and to conduct its business. Each of the Keenway Companies is
qualified to do business in its respective jurisdiction of its
incorporation.

    


    Under PRC
laws, the Jintai Company and Jiaoguang Company are each independent legal
persons, and none of them are exposed to liabilities incurred by the other
party.

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

       

    

    B.
Management Contracts

    


    On
October 9, 2004, Jiaoguang Company and its shareholders entered into a set of
Contractual Arrangements with Hong Kong Yi Tat. The relationships with the Hong
Kong Yi Tat, Jiaoguang Company and its shareholders are governed by the
Contractual Arrangements. (See Exhibit D)

    


    The
Contractual Arrangements are comprised of a series of agreements, including (1)
a Consulting Agreement, through which Hong Kong Yi Tat has the right to advise,
consult, manage and operate Jiaoguang Company (the “Operating Company”), and
collect and own all of its net profits; (2) an Operating Agreement, through
which Hong Kong Yi Tat has the right to recommend director candidates and
appoint the senior executives of the Operating Company, approve any transactions
that may materially affect the assets, liabilities, rights or operations of the
Operating Company, and guarantee the contractual performance by the Operating
Company of any agreements with third parties, in exchange for a pledge by the
Operating Company of its accounts receivable assets; (3) a Proxy Agreement,
under which the shareholders of the Operating Company have vested their voting
control over the Operating Company to the Hong Kong Yi Tat, and will only
transfer their equity interests in the Operating Company to Hong Kong Yi Tat and
its designee(s); (4) an Option Agreement, under which the shareholders of the
Operating Company have granted Hong Kong Yi Tat the irrevocable right and option
to acquire all of their equity interests in the Operating Company, or
alternatively, all of the assets of the Operating Company; and (5) an Equity
Pledge Agreement, under which the shareholders of the Operating Company have
pledged all of their rights, titles and interests in the Operating Company to
Hong Kong Yi Tat to guarantee the Operating Company’s performance of its
obligations under the Consulting Service Agreement.

    


    Hong Kong
Yi Tat, the Operating Company, and their respective shareholders (as applicable)
have the requisite power and authority to execute, deliver and perform their
obligations under the Contractual Arrangements in accordance with the terms
thereof. The execution and delivery of the Contractual Arrangements by the Hong
Kong Yi Tat and the Operating Company and the consummation by them of the
transactions contemplated therein have been duly authorized by their respective
governing boards of directors, and to this end no further consent or
authorization is required of the Hong Kong Yi Tat and
Operating Company.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

       

    

    In
addition, the execution, delivery and performance of the Contractual
Arrangements, as amended and restated, by Hong Kong Yi Tat, Operating Company
and their shareholders, and the consummation of the transactions contemplated
thereby (a) do not and will not result in a violation of, or constitute a
default under (i) each of the organization or governing documents of the
Operating Company, (ii) any other agreement, note, lease, mortgage, deed or
other instrument to which either Hong Kong Yi Tat or the Operating Company is a
party or by which either Hong Kong Yi Tat or the Operating Company is bound or
affected or (iii) any applicable law, rule or regulation of the PRC, and (b) do
not and will not result in or require the creation of any lien, security
interest or other charge or encumbrance (other than pursuant to the Agreements)
upon or with respect to the respective properties under the organization or
governing documents of Hong Kong Yi Tat or the Operating
Company.  Furthermore, the execution and delivery of the Agreement
will not result in a violation of, or constitute a default under, nor will it
affect the validity or enforceability of, the Contractual
Arrangements.

    


    No
authorization, approval, consent, filing or other order of any PRC governmental
body, regulatory agency, self-regulatory organization or stock exchange or
market, court or, any third party, is required to be obtained by Hong Kong Yi
Tat or the Operating Company to enter into and perform its obligations under the
Contractual Arrangements, as amended and restated, or for the exercise of any
rights and remedies under any of the Contractual Arrangements, as amended and
restated.

    


    The
Contractual Arrangements constitute valid and binding obligations of the parties
to such agreements. Each of the Contractual Arrangements, and the rights and
obligations of the parties thereto, are enforceable and valid under the laws of
the PRC.

    


    C.  Certain
Limitations and Qualifications

    


    This
opinion expressed above is based on documents furnished by the Keenway Companies
and our interpretation of applicable Chinese laws and regulations which in our
experience are applicable to transactions such as the reverse takeover
transaction contemplated by the Agreement.  We note, however, that the
laws and the regulations in China have been subject to substantial and frequent
revision in recent years.  We cannot assure that any future
interpretations of Chinese laws and regulations by relevant authorities,
administrative pronouncements, or court decisions, or future positions taken by
these authorities would not adversely impact or affect the opinions set forth in
this letter.  This opinion has been prepared solely for your use of
reference and may not be quoted in whole or in part or otherwise referred to in
any documents, or disclosed to any third party, or filed with or furnished to
any governmental agency, or other party without the express prior written
consent of this firm.

    


    


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

       

    

    Sincerely
yours,

    AllBright
Law Offices

    


    


    


    


    Steve
Zhu

    Attorney
at Law/Partner

    Direct
line:  (021)-61059116

    


     

     

     

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

      


    

    EXHIBIT
A

    


    COPORATE
STRUCTURE

     

     

    

    


    


    


     

    


    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    
       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

       

    

    


    EXHIBIT
B

    


    KEENWAY
SHAREHOLDERS

    


    


    
      	
              Shareholders

            	
              Number
      of shares

            	
              Percentage

            
	
              CHEN
      MINHUA

            	
              21,750

            	
              43.4%

            
	
              FAN
      YANLING

            	
              21,750

            	
              43.4
      %

            
	
              EXTRA
      PROFIT INTERNATIONAL LIMITED

            	
              2,250

            	
              4.5%

            
	
              LUCK
      GLORY INTERNATIONAL LIMITED

            	
              2,250

            	
              4.5%

            
	
              ZHANG
      XINCHEN

            	
              2,000

            	
              4.2%

            
	 
      	
              50,000

            	
              100%

            


    

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
 

       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

      


    

    


    EXHIBIT
C

    


     HONG
KONG YI TAT INTERNATIONAL INVESTMENT LIMITED – CHARTER DOCUMENTS

    


     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
      

       

      
        	 	  Citigroup Tower, 14
      Floor, 

                  33 Hua Yuan Shi
      Qiao Road

                  Pudong, Shanghai,
      China 200120

                  Tel:
      8621-6105-9000

                  Fax:
      8621-6105-9100

                  www.allbrightlaw.com

              


      

       

    

    
 

    EXHIBIT
D

    


    CONTRACTUAL
ARRANGMENTS